U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: June 30, 2000


                           Commission File No: 0-30583


                                CASTPRO.COM. INC.
                                -----------------
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                         95-4774766
--------------------------------           ------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation)

         11300 West Olympic Boulevard, Suite 730, Los Angeles, Ca. 90064
        ----------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (310) 231-7066
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve  months
(or for such  shorter  periods  that the  registrant  was  required to file such
reports)  and (2) has been  subject  to such  filing  requirements  for the past
ninety days.

                  Yes      X                                 No
                      --------------                            --------------

The number of shares of issuers Common Stock, par value .001,  outstanding as of
June 30, 2000 was 9,898,500 shares.
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1            Financial Statements.



                        CASTPRO.COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)


                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                     --------------------------------------

                                       And

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                    -----------------------------------------

                         June 30, 2000 and June 30, 1999
                         -------------------------------


<PAGE>



                        CASTPRO.COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)


                                TABLE OF CONTENTS

                         June 30, 2000 and June 30, 1999
                         -------------------------------





                                                              Page

Independent Accountant's Review Report                        F-1


Consolidated Balance Sheet                                    F-2


Consolidated Statement of Operations
and Accumulated Deficit                                    F-3 - F-4


Consolidated Statement of Cash Flows                       F-5 - F-6


Consolidated Statement of Stockholders' Equity             F-7 - F-8


Notes to Consolidated Financial Statements                 F-9 - F-12

<PAGE>






                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                     --------------------------------------

To The Stockholders' and Board of Directors
CASTPRO.COM, Inc. and Subsidiary

Los Angeles, CA 90064


We have reviewed the  accompanying  consolidated  balance sheet of  Castpro.com,
Inc. and Subsidiary (a  development  stage company) as of June 30, 2000, and the
related  consolidated  statements of operations  and  accumulated  deficit,  and
consolidated  cash flows for the six months  ended June 30,  2000 and six months
ended June 30, 1999,  as well as the quarter ended June 30, 2000 and the quarter
ended June 30, 1999, in accordance  with  Statements on Standards for Accounting
and  Review  Services  issued by the  American  Institute  of  Certified  Public
Accountants.  All  information  included in these  financial  statements  is the
representation of the management of Castpro.com, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

/s/Brad B. Haynes
-----------------
   Brad B. Haynes
Los Angeles, California
August 7, 2000

                                      F-1
<PAGE>

                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                  June 30, 2000
                                  -------------

                                     ASSETS
                                     ------

CURRENT ASSETS
   Cash                                                                 $ 67,113
   Accounts receivable                                                    38,310
   Prepaid expenses                                                        2,432
              Total Current Assets                                      $107,855

PROPERTY AND EQUIPMENT
   (Net of $83,002 depreciation)                                         580,271

OTHER ASSETS
   Security deposits                                                      33,322
   Other assets                                                            1,194
                                                                        --------
              Total Other Assets                                          34,516
                                                                        --------
                           TOTAL ASSETS                                 $722,642



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
   Accrued expenses payable                                              21,560
   Payroll taxes payable                                                 14,279
   Income tax payable                                                       800
                                                                    -----------
              Total Current Liabilities                                  36,639

STOCKHOLDERS' EQUITY
   Capital Stock, authorized; 100,000,000
        shares of Common Stock @ .001,
        issued and outstanding 9,898,500                                  9,899
   Additional paid-in capital                                         1,513,001
   Accumulated deficit during development stage                        (836,897)
                                                                    -----------
              Total Stockholders' Equity                                686,003
                                                                    -----------

                           TOTAL LIABILITIES AND
                           STOCKHOLDERS' EQUITY                     $   722,642



              See accountant's review report and accompanying notes

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
          ------------------------------------------------------------

                                 For the Periods
                                 ---------------

                                                                                                    January 12, 1999
                                                Six Months Ended          Six Months Ended       (Date of Inception)
                                                   June 30, 2000             June 30, 1999          to June 30, 2000
                                                   -------------             -------------          ----------------

<S>                                               <C>                        <C>                        <C>
REVENUES                                          $    60,985                $         0                $    60,985

EXPENSES
   General, Sales and
   Administrative Expenses                            598,832                          0                    896,282
                                                  -----------                -----------                -----------


(LOSS) FROM OPERATIONS                               (537,847)                         0                   (835,297)

PROVISION FOR INCOME TAXES                                800                          0                      1,600
                                                  -----------                -----------                -----------

NET LOSS                                             (538,647)                         0                   (836,897)

ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE -
beginning                                            (298,250)                         0                          0
                                                  -----------                -----------                -----------


ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE - end                $  (836,897)               $         0                $  (836,897)
                                                  -----------                -----------                -----------


BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING                 9,848,500                          0                  9,848,500
                                                  -----------                -----------                -----------


BASIC LOSS PER COMMON SHARE                       $      (.05)               $         0                $      (.08)
                                                  -----------                -----------                -----------


DILUTED LOSS PER COMMON SHARE                     $      (.05)               $         0                $      (.08)
                                                  -----------                -----------                -----------
</TABLE>

              See accountant's review report and accompanying notes
                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
          ------------------------------------------------------------

                                 For the Periods
                                 ---------------

                                                                      Three Months Ended       Three Months Ended
                                                                           June 30, 2000            June 30, 1999
                                                                           -------------              -------------


<S>                                                                       <C>                         <C>
REVENUES                                                                  $    59,485                 $         0


EXPENSES
   General, Sales and Administrative Expenses                                 323,301                           0
                                                                          -----------                 -----------


(LOSS) FROM OPERATIONS                                                       (263,816)                          0


PROVISION FOR INCOME TAXES                                                        800                           0


NET LOSS                                                                     (264,616)                          0

ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - beginning                    (572,281)                          0
                                                                          -----------                 -----------


ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - end                       $  (836,897)                $         0


BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES

OUTSTANDING                                                                 9,848,500                           0


BASIC LOSS PER COMMON SHARE                                               $      (.02)                $         0


DILUTED LOSS PER COMMON SHARE                                             $      (.02)                $         0

</TABLE>

              See accountant's review report and accompanying notes
                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

                                 For the Periods
                                 ---------------

                                                                                                         January 12, 1999
                                                      Six Months Ended        Six Months Ended        (Date of Inception)
                                                         June 30, 2000           June 30, 1999           to June 30, 2000
                                                         -------------           -------------           ----------------

<S>                                                         <C>                             <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net Loss                                                 $(538,647)                      $0                 $(836,897)

   Adjustments to reconcile Net Loss:
        To Net Cash Used By
          Operating Activities
        Depreciation                                           50,705                        0                    83,002
        Stock Issued for Services                                   0                        0                     8,000
                                                                    -                        -                     -----
              Total Adjustments                                50,705                        0                    91,002

(INCREASE) DECREASE IN ASSETS
   Accounts Receivable                                        (38,310)                       0                   (38,310)
   Prepaid Expenses                                            41,692                        0                    (2,432)
   Deposits                                                    69,922                        0                   (33,322)
   Other Assets                                                   239                        0                    (1,194)

INCREASE (DECREASE) IN LIABILITIES
   Accrued Expenses                                             4,768                        0                    21,560
   Payroll Taxes Payable                                       10,071                        0                    14,279
   Income Taxes Payable                                             0                        0                       800
                                                                    -                        -                       ---

NET CASH USED BY OPERATING ACTIVITIES                        (399,560)                       0                  (784,514)

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Fixed Assets                                  (349,270)                       0                  (658,373)

CASH FLOWS FROM  FINANCING  ACTIVITIES
Funds  received by issuing  note payable
   (converted to equity)                                      685,000                        0                 1,510,000
                                                              -------                                          ---------

NET CASH (USED BY) ALL ACTIVITIES                             (63,830)                       0                     67,113

CASH - Beginning                                              130,943                        0                         0
                                                              -------                                          ---------

CASH - End                                                    $67,113                       $0                 $  67,113

SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION

Income Tax                                                        $  0                      $0                 $       0
                                                                     -                       -                         -
Interest                                                          $132                      $0                 $        0
                                                                    --                       -                         -
</TABLE>

              See accountant's review report and accompanying notes
                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

                                 For the Periods
                                 ---------------

                                                                      Three Months Ended               Three Months Ended
                                                                           June 30, 2000                    June 30, 1999
                                                                           -------------                    -------------

<S>                                                                           <C>                                      <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net Loss                                                                   $(264,616)                               $0

   Adjustments to reconcile Net Loss:
        To Net Cash Used By Operating
        Activities
        Depreciation                                                             31,928                                 0
                                                                                 ------                                 -
              Total Adjustments                                                  31,928                                 0

(INCREASE) DECREASE IN ASSETS
   Accounts Receivable                                                          (38,310)                                0
   Prepaid Expenses                                                              23,126                                 0
   Deposits                                                                           0                                 0
   Other Assets                                                                     120

INCREASE (DECREASE) IN LIABILITIES
   Accrued expenses                                                             (17,462)                                0
   Payroll taxes payable                                                          6,086                                 0
                                                                                  -----                                 -

NET CASH USED BY OPERATING ACTIVITIES                                            259,128                                0

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Fixed Assets                                                     (73,213)                                0

CASH FLOWS FROM FINANCING ACTIVITIES
   Funds received by issuing note payable (converted to
   equity)                                                                       50,000                                 0
                                                                                 ------                                 -

NET CASH (USED BY) ALL ACTIVITIES                                              (282,341)                                0

CASH - Beginning                                                                349,454                                 0

CASH - End                                                                      $67,113                                $0
                                                                                   ----                                 -

SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION

Income Tax                                                                            $0                               $0
                                                                                       -                                -
Interest                                                                             $66                               $0
</TABLE>

              See accountant's review report and accompanying notes

                                      F-6
<PAGE>



<TABLE>
<CAPTION>


                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

      For The Period January 12, 1999 (Date of Inception) to June 30, 2000
      --------------------------------------------------------------------




                                                                                                     Accumulated
                                                                                    Additional     Deficit During       Total
                                                  Common Stock                         Paid-In        Development     Stockholders'
                                             Shares         Par Value     Amount       Capital          Stage          Equity
                                             ------         ---------     ------       -------          -----          ------

<S>                                       <C>                 <C>        <C>                                             <C>
January 12, 1999                                --              --           --          --               --                 --

December 31, 1999
   Issuance of Common Shares              8,000,000           .001       $8,000          --               --             $8,000

April 4, 1999
Contribution by LLC
principal of fixed assets                                                             4,900                               4,900

December 31, 1999
   Recapitalization/reorganization          388,500           .001          389        (389)                                 --

December 31, 1999
Conversion of debt to Common Stock          825,000           .001          825     824,175                             825,000

December 31, 1999
Accumulated deficit
during development stage                                                                            (298,250)          (298,250)
                                        -----------     ----------  -----------   ---------    --------------     ----------------

Balance December 31, 1999                 9,213,500           .001       $9,214    $828,686        $(298,250)          $539,650

</TABLE>


              See accountant's review report and accompanying notes

                                      F-7
<PAGE>



<TABLE>
<CAPTION>


                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------

 For The Period January 12, 1999 (Date of Inception) to June 30, 2000 continued
 ------------------------------------------------------------------------------


                                                                                                    Accumulated
                                                                                    Additional     Deficit During       Total
                                                  Common Stock                         Paid-In        Development     Stockholders'
                                             Shares         Par Value     Amount       Capital          Stage          Equity
                                             ------         ---------     ------       -------          -----          ------

<S>                                       <C>                 <C>          <C>        <C>             <C>              <C>
March 31, 2000
Conversion of debt to
   Common Stock                           635,000              .001        635        634,365                           635,000

March 31, 2000
   Accumulated deficit
   during development stage                                                                            (274,031)       (274,031)
                                      -----------        ----------  ---------     ----------    --------------     ------------

Balance March 31, 2000                  9,848,500              .001     $9,849     $1,463,051         $(572,281)       $900,619

June 30, 2000
   Conversion of debt
   to Common Stock                         50,000              .001         50         49,950                            50,000

June 30, 2000
   Accumulated deficit
   during development stage
                                                                                                       (264,616)       (264,616)
                                      -----------        ----------  ---------     ----------    --------------     ------------

Balance June 30, 2000                   9,898,500              .001     $9,899     $1,513,001         $(836,897)       $686,003

</TABLE>


              See accountant's review report and accompanying notes

                                      F-8
<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                         June 30, 2000 and June 30, 1999
                         -------------------------------


1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    -----------------------------------------------------------

    Formation and Description of Business
    -------------------------------------

    Quinntal, International, LLC (California Incorporated) was formed on January
    12, 1999.  The LLC changed its name to  CASTPRO.COM,  LLC on August 6, 1999.
    Effective  December 31, 1999 the  shareholders of LLC exchange 400 shares of
    LLC  (representing  100% of all shares) for 8,000,000  shares of Deep Earth,
    Inc. formerly Engineering Services, Inc. (a Nevada corporation). At the time
    of the business  combination Deep Earth, Inc. was an active public shell and
    had no assets or liabilities.  Since the former controlling  shareholders of
    the LLC  controlled  Deep Earth,  Inc. after the business  combination,  the
    transaction  has been  accounted for as a reverse  acquisition.  Immediately
    prior to the  business  combination,  Deep Earth,  Inc.  had 388,500  shares
    outstanding.  Simultaneous  with the  closing of the  business  combination,
    $825,000 of related party debt was  exchanged  for 825,000  shares of common
    stock of CASTPRO.COM, INC. Deep Earth, Inc. changed its name to CASTPRO.COM,
    INC.  on  December  31,  1999.  CASTPRO.COM,  INC.  is a  provider  of live,
    on-location  digital webcast  productions for  corporations  and major event
    marketeers.  The  Company  specializes  in  streaming  media  production  of
    concerts,  tradeshows,  interviews,  sporting events and movie premiers. The
    Company also produces streaming media for key  business-related  events such
    as shareholders meetings, press release and earnings announcements,  product
    launches and training  sessions.  The Company is a development stage company
    and has not as yet generated any significant revenues.

    Principles of Consolidation
    ---------------------------

    The Consolidated  Financial  Statements include the accounts of CASTPRO.COM,
    INC.  and its wholly owned  subsidiary  CASTPRO.COM,  LLC.  All  significant
    intercompany  transactions and balances have been eliminated for the quarter
    ended  June 30,  2000 and the  quarter  ended  June 30,  1999.  The year end
    selected was December 31st.

    Cash Equivalents
    ----------------

    Cash  equivalents  consist of funds  invested in money  market  accounts and
    investments  with a maturity of three months or less when  purchased.  There
    were no cash  equivalents  for the  quarter  ended June 30, 2000 and for the
    quarter ended June 30, 1999.

    Use of Estimates
    ----------------

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the amounts  reported in financial  statements  and
    accompanying notes. Actual results could differ from those estimates.

    Issuance of Shares for Service
    ------------------------------

    Valuation of shares for services is based on the estimated fair market value
of the services performed.

                                      F-9
<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
              ----------------------------------------------------

                         June 30, 2000 and June 30, 1999
                         -------------------------------


    Income Taxes
    ------------

    The  Company's  uses the  liability  method of  accounting  for income taxes
    specified by SFAS No. 109,  "Accounting for Income Taxes",  whereby deferred
    tax  liabilities and assets are determined  based on the difference  between
    financial  statements and tax bases of assets and liabilities  using enacted
    tax rates in effect for the year in which the  differences  are  expected to
    reverse.  Deferred  tax  assets are  recognized  and  measured  based on the
    likelihood  of  realization  of the related  tax benefit in the future.  The
    Company had no material net deferred tax assets or  liabilities  at June 30,
    2000 and June 30, 1999.

2.  PROPERTY AND EQUIPMENT
    ----------------------
    Property  and  Equipment  are  stated at cost or fair  values at the date of
    acquisition  and, in the case of equipment under capital lease,  the present
    value of minimum lease payments.  Depreciation  and amortization of property
    and equipment are computed using the straight-line method over the following
    estimated useful lives:

              Equipment and Computers                5 years

              Leasehold Improvements                 5 years (term of lease)
              Furniture, Fixtures and Equipment      5 years

    Depreciation  expense for the quarter ended June 30, 2000 was 31,928 and for
the quarter ended June 30, 1999 was zero.

    Property and equipment  consists  primarily of computers  and  communication
    equipment. The recorded amount of property and equipment capitalized and the
    related accumulated depreciation is as follows:

        Mobile production unit                            $357,198
        Computer equipment                                 104,524
        Production equipment                                98,504
        Office equipment                                    16,338
        Software                                            14,554
        Other equipment                                     35,482
        Furniture and fixtures                              22,138
        Phone system                                         3,444
        Security system                                      4,195
        Truck                                                1,900
        Leasehold improvements                               4,996
                                                          --------

              Total property and equipment                $663,273
              Less: accumulated depreciation                83,002
                                                          --------

                     PROPERTY AND EQUIPMENT (NET)         $580,271
                                                          --------

                                      F-10

<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
              ----------------------------------------------------

                         June 30, 2000 and June 30, 1999
                         -------------------------------


3.  RELATED PARTY TRANSACTIONS
    --------------------------

    A  related  party  investor   exchanged   $50,000  of  debt  for  50,000  of
CASTPRO.COM, INC. shares valued at $1 per share at June 30, 2000.

4.  ADVERTISING
    -----------

    Advertising is expensed as incurred.


5.  LEASE COMMITMENTS
    -----------------

    Operating Lease
    ---------------

    The Company  utilizes  corporate  office  space in Los  Angeles,  California
    currently  under lease by  CASTPRO.COM,  a California  LLC,  from the lessor
    M.P.I.  LTD.  The five year lease  calls for  minimum  monthly  payments  of
    $5,297.20 on 2,788 rental square feet and expires on September 14, 2004. The
    Company has paid a security deposit of $29,274. Rent expense for the quarter
    ended June 30, 2000 was $16,964 and for the quarter  ended June 30, 1999 was
    zero.

    Future minimum lease payments  associated with the lease  described  herein,
including rent increase of 2.6% per year:

              Year Ended June 30
              ------------------
                     2000                          $31,783
                     2001                           65,727
                     2002                           67,400
                     2003                           69,073
                     2004                           49,766
                                                  --------
                     TOTAL                        $283,749
                                                  --------

    The Company utilized  warehouse space in Los Angeles,  California  currently
    under  lease  by  CASTPRO.COM,  INC.,  a  California  corporation.  From Off
    Broadway Partners,  a California General  Partnership,  the three year lease
    calls for minimum  monthly  payments of  $1,761.40  on  approximately  2,985
    square  feet and  expires on  December  31,  2002.  The  Company  has paid a
    security  deposit of $3,522.80.  Rent expense for the quarter ended June 30,
    2000 was $5,284 and for the quarter ended June 30, 1999 was zero.

    Future minimum lease payments associated with the lease described herein:

              Year Ended June 30
              ------------------
                     2000                          $10,568
                     2001                           21,136
                     2002                           21,136
                                                  --------
                     TOTAL                         $52,840
                                                  --------
                                      F-11

<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued

                         June 30, 2000 and June 30, 1999
                         -------------------------------


6.  SUBSEQUENT EVENTS
    -----------------

    On July 14, 2000,  the Board of Directors of the Company  declared a 3 for 1
    forward stock split,  effective July 21, 2000 for  shareholders of record on
    July 17, 2000. As of July 21, 2000, there are 29,695,500 shares outstanding.

                                      F-12
<PAGE>

Item 2            Management's Discussion and Analysis or Plan of Operations


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's  discussion  and analysis  should be read in  conjunction  with the
Company's financial statements and the notes thereto.

The following table sets forth, for the periods indicated, certain statements of
operations and retained  deficit data for the Company  expressed as a percentage
of net sales:

<TABLE>
<CAPTION>

                                    THREE MONTHS                  SIX MONTHS
                                    ENDED JUNE 30,             ENDED JUNE 30,
                                    2000             1999              2000             1999
                                    ------           ------            -------          ------
<S>                                 <C>              <C>               <C>              <C>
Net sales                            $59,485         $   0              $60,985           $   0

Cost of sales

                                    -------          ------            -------          ------
Gross profit                          59,485             0               60,985              0

Administrative and

  general expenses                   323,235
Development expense

Loss from operations                (263,750)           --             (537,715)             --
Interest expense                          66            --                  132
                                    ----------                ------                  ---------

Income (loss) before

  income taxes                      (263,816)           --             (537,847)             --
Provision for

  income taxes                           800            --                  800              --
                                   ----------                 ------                   --------
Net income (loss)                  $(264,616)          $ 0            $(538,647)            $ 0
                                   =========         =====             ========            ====
</TABLE>

                                       2
<PAGE>

THREE MONTHS ENDED MARCH 30, 2000 VERSUS THREE MONTHS ENDED JUNE 30,1999.

RESULTS OF OPERATIONS

The Company incurred a net loss of $(264,616) for the period ended June 30, 2000
as compared to a net loss of $0 for the period  ended June 30,  1999.  This loss
represents a loss from operations of $(264,616) and $0 for the period ended June
30, 2000 and 1999, respectively. The net loss also includes interest expense and
other finance charges totaling $66 and $0 for the period ended June 30, 2000 and
1999, respectively.

Total revenues for the period ended June 30, 2000 were $59,485 as compared to $0
for the period ended June 30, 1999.  This  represents an increase in revenues of
$59,485 over the same period in the prior year.

Total operating  expenses consist primarily of development  expenses and general
and administrative expenses. For the period ended June 30, 2000, total operating
expenses  were  $323,301.  For the period ended June 30, 1999,  total  operating
expenses  were $0. This  represents a $323,301  increase over the same period in
the prior year.

General  and  administrative  expenses  for the period  ended June 30,  2000 was
$323,235 as compared to $0 for the period ended June 30, 1999.  This  represents
an increase of $323,235  over the same period in the prior year.  This  increase
was  caused  by  higher  professional  fees  due  to  the  various  filings  and
money-raising  activities  done by the Company,  increases in salaries and wages
due to hiring of  additional  employees,  increases  in  travel  and trade  show
expenses,  and the  amortization  of costs  relating  to  acquiring  proprietary
software.

SIX MONHTS ENDED JUNE 30, 2000 VERSUS SIX MONTHS ENDED JUNE 30, 1999.

RESULTS OF OPERATIONS

The Company incurred a net loss of $(538,647) for the period ended June 30, 2000
as compared to a net loss of $0 for the period  ended June 30,  1999.  This loss
represents a loss from operations of $(538,647) and $0 for the period ended June
30, 2000 and 1999,  respectively.  The net loss also includes  interest expenses
and other  finance  charges  totaling  $132 and $0 for the period ended June 30,
2000 and 1999, respectively.

Total revenues for the period ended June 30, 2000 were $60,985 as compared to $0
for the period ended June 30, 1999.  This  represents an increase in revenues of
$60,985 over the same period in the prior year.

Total operating  expenses consist primarily of development  expenses and general
and administrative expenses. For the period ended June 30, 2000, total operating
expenses  were  $598,332.  For the period ended June 30, 1999,  total  operating
expenses  were $0. This  represents a $598,332  increase over the same period in
the prior year.

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<PAGE>

General  and  administrative  expenses  for the period  ended June 30,  2000 was
$598,700 as compared to $0 for the period ended June 30, 1999. This increase was
caused by higher  professional fees due to the various filings and money-raising
activities done by the Company, increases in salaries and wages due to hiring of
additional  employees,  increases  in travel  and trade show  expenses,  and the
amortization of costs relating to acquiring proprietary software.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30,  2000,  the Company had cash and cash  equivalents  of $67,113 as
compared to cash and cash  equivalents  of $0 as of March 31, 1999.  At June 30,
1999, the Company had a working capital (total current assets in excess of total
current  liabilities) of $0 as compared to a working capital  deficiency  (total
current liabilities in excess of current assets) of $71,216 as of June 30, 2000.
Net cash used in operating activities was $399,560 for the period ended June 30,
2000 and $0 for the period ended June 30, 1000.  The  principal  use of cash for
the period ended June 30, 2000 was to fund the net loss from  operations for the
period. The Company borrowed a total of $685,000 from March 31,1999 through June
30, 2000.  All such,  debt was  converted  into 685,000  shares of the Company's
common stock, and this was used to fund the net loss from operations, as well as
to purchase equipment.

Net cash from  financing  activities  was $685,000 for the period ended June 30,
2000 as compared to $0 for the period ended June 30, 1999.

                                       4
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.           Legal Proceedings.
                  None.

Item 2.           Changes in Securities.
                  Not Applicable.

Item 3.           Defaults Upon Senior Securities
                  Not Applicable.

Item 4.           Submission of Matters to a Vote of Security Holders.
                  None.

Item 5.           Other Information.
                  On July 14,  2000,  the  Board  of  Directors  of the  Company
                  declared a 3 for 1 forward  stock  split,  effective  July 21,
                  2000 for  shareholders  of record on July 17, 2000. As of July
                  21, 2000, there are 29,695,500 shares outstanding.

Item 6.           Exhibit and Reports on Form 8-K

                  A.       Exhibits:
                           None.
                  B.       Reports on Form 8-K:
                           None

                                       5
<PAGE>



                                   SIGNATURES
                                   ----------

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                CASTPRO.COM, INC.
                                -----------------
                                   Registrant

Date:    August 10, 2000        By: /S/ Corey K. Quinn
                                    ------------------
                                        Corey K. Quinn, President and C.E.O.

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